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Frame Agreement
"I need a Frame Agreement governed by Saudi law for a technology services arrangement between our Saudi-based company and an international software provider, with specific focus on data protection and service level requirements, planned to commence in March 2025."
1. Parties: Identification of the contracting parties, including full legal names, commercial registration numbers, and addresses
2. Background: Context of the agreement, relationship between parties, and general purpose of the framework
3. Definitions: Key terms used throughout the agreement, including terms specific to the business relationship and Saudi law concepts
4. Scope of Agreement: General framework of cooperation, types of goods/services covered, and relationship structure
5. Term and Renewal: Duration of the framework agreement and renewal mechanisms
6. Call-off Procedures: Process for placing specific orders or entering into individual agreements under the framework
7. Pricing and Payment Terms: General pricing principles, payment mechanisms, and compliance with Sharia principles
8. Obligations of the Parties: General responsibilities and commitments of each party
9. Quality and Performance Standards: Minimum standards and requirements for goods/services
10. Compliance with Laws: Obligation to comply with Saudi laws, regulations, and Sharia principles
11. Confidentiality: Protection of confidential information and trade secrets
12. Intellectual Property: Ownership and usage rights of IP under the framework
13. Liability and Indemnification: Allocation of risks and responsibilities between parties
14. Force Majeure: Events excusing performance and their consequences
15. Termination: Grounds and procedures for termination of the framework agreement
16. Dispute Resolution: Mechanism for resolving disputes, typically referencing Saudi courts or arbitration
17. Governing Law: Explicit reference to Saudi law and Sharia principles as governing law
18. General Provisions: Standard boilerplate clauses adapted to Saudi law requirements
1. Insurance: Required when specific insurance coverage is needed for high-risk activities or valuable goods
2. Performance Guarantees: Used when additional security for performance is required, such as bank guarantees
3. Exclusivity: Include when parties agree to exclusive arrangements in specific territories or for specific products
4. Change Control: Needed for complex relationships requiring formal processes for changes to services or products
5. Service Levels: Required when specific performance metrics need to be maintained
6. Personnel Requirements: Include when specific staffing or Saudization requirements apply
7. Anti-Corruption: Important for international parties or government-related contracts
8. Data Protection: Required when personal data processing is involved
9. Environmental Compliance: Include for activities with environmental impact
10. Import/Export Compliance: Necessary for international trade activities
1. Schedule 1 - Pricing Schedule: Detailed pricing mechanisms, rates, and payment terms
2. Schedule 2 - Products/Services Description: Detailed description of products or services covered under the framework
3. Schedule 3 - Service Levels: Detailed performance metrics and measurement methods
4. Schedule 4 - Call-off Terms and Conditions: Standard terms for individual agreements under the framework
5. Schedule 5 - Technical Specifications: Detailed technical requirements and standards
6. Schedule 6 - Key Personnel: List of key contacts and responsible personnel from each party
7. Schedule 7 - Form of Purchase Order: Template for placing specific orders under the framework
8. Schedule 8 - Compliance Requirements: Detailed regulatory and compliance requirements
9. Appendix A - Required Documents: List of mandatory documents, permits, and certificates
10. Appendix B - Form of Performance Guarantee: Template for any required performance guarantees or bonds
Authors
Manufacturing
Technology
Construction
Healthcare
Energy
Professional Services
Retail
Telecommunications
Financial Services
Defense
Education
Transportation
Oil & Gas
Infrastructure
Real Estate
Legal
Procurement
Commercial
Operations
Supply Chain
Sales
Compliance
Finance
Risk Management
Business Development
Project Management
Legal Counsel
Commercial Director
Procurement Manager
Contract Manager
Business Development Director
Chief Executive Officer
Chief Commercial Officer
Operations Director
Supply Chain Manager
Sales Director
Compliance Officer
Project Manager
General Manager
Chief Financial Officer
Risk Manager
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